Master Services Agreement

As used in this Agreement:

• "Agreement" means this Master Services Agreement together with any applicable Proposal, Statement of Work, invoice, or written amendment.
• "IronVale Studios," "we," "us," or "our" means IronVale Studios and its owner(s), contractors, and authorized representatives.
• "Client," "you," or "your" means the individual, business, or legal entity engaging IronVale Studios for services.
• "Deliverables" means the custom work product created by IronVale Studios specifically for the Client under a project, as described in the applicable Proposal or SOW.
• "Proposal" or "SOW" means a written project proposal, statement of work, invoice, or separate written agreement describing the scope, timeline, and pricing for a specific project.
• "Pre-Existing Materials" means any code, components, templates, design systems, frameworks, tools, or other materials created by IronVale Studios prior to or independently of a project.

IronVale Studios provides website design, website development, web application development, landing page creation, e-commerce setup, booking and scheduling system development, website maintenance, SEO setup, analytics configuration, third-party integrations, domain and hosting setup, and related digital services.

The specific services, deliverables, timeline, included work, and pricing for each engagement are defined in the applicable Proposal or SOW. Services not described in a Proposal or SOW are not included and may require a separate agreement or change order.

Before work begins on a paid project, IronVale Studios will typically provide the Client with a written Proposal or SOW describing the project scope, deliverables, timeline, pricing, payment schedule, and any other relevant terms.

A project begins only when the Client accepts a Proposal or SOW in writing (including electronic acceptance) and any required deposit or initial payment has been received.

Quotes, estimates, and pricing discussed before a Proposal is accepted are for planning purposes only and are not binding.

Requests for work outside the accepted project scope — including additional pages, new features, major design changes, or additional integrations — require a written change order agreed upon by both parties before additional work begins.

Approved change orders may affect the project timeline and total cost. IronVale Studios is not obligated to perform out-of-scope work without a signed or electronically accepted change order.

Project timelines are estimates based on the agreed scope, Client responsiveness, and conditions at the time of the Proposal. Timelines may be affected by Client delays, incomplete materials, scope changes, third-party issues, or circumstances outside our control.

IronVale Studios will make reasonable efforts to meet agreed timelines but does not guarantee specific completion or launch dates unless expressly stated in writing.

The Client agrees to provide, on a timely basis, all information, materials, access, approvals, and cooperation reasonably required to perform the services, including:

• Business information, goals, and requirements
• Website copy, text, and written content
• Images, logos, branding materials, and media assets
• Access to domain, hosting, CMS, email, or third-party accounts
• Feedback and revision approvals within agreed timeframes
• Product, service, pricing, and legal page content
• Any other materials necessary to complete the project

The Client is responsible for reviewing all Deliverables, testing functionality, and confirming that all website content, business information, legal pages, and policies are accurate before launch or delivery.

Unless otherwise stated in the applicable Proposal or SOW, website setup fees are billed fifty percent (50%) upfront to begin work and fifty percent (50%) upon final approval before launch. Final payment must be received before the website is published, connected to the Client's domain, transferred, or handed over to Client-controlled accounts.

If a monthly support plan is added, the first plan payment is due at launch and support begins on the website launch date unless otherwise stated in the applicable Proposal or SOW.

Payment schedules for larger or multi-phase projects may differ as described in the applicable Proposal or SOW.

IronVale Studios may withhold launch, delivery, transfer, or release of Deliverables until all required payments have been received in full.

Invoices are due by the date specified on the invoice or in the applicable Proposal or SOW. If no due date is specified, invoices are due within fourteen (14) days of issuance.

Overdue amounts may accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full.

The Client is responsible for all costs of collection, including reasonable attorneys' fees, incurred by IronVale Studios in collecting overdue amounts.

Unless otherwise agreed in a separate written agreement, the default hourly rate for out-of-scope work, change orders, rush work, support, and other billable hourly services is $65 per hour for clients without an active maintenance plan or subscription.

Clients on an active maintenance plan or subscription are billed at a reduced rate of $50 per hour for out-of-scope and additional hourly work, unless a different rate is specified in their plan terms. Hourly work will be tracked and billed in increments as stated in the applicable Proposal or SOW.

Project deposits, setup fees, discovery fees, and initial payments are generally non-refundable once work has begun.

If a project is canceled by the Client before work begins, IronVale Studios may, at its discretion, provide a partial or full refund of any deposit received.

If a project is canceled after work has begun, any amounts paid for work already completed are non-refundable. IronVale Studios may invoice for work completed through the cancellation date.

Annual maintenance plans and prepaid service periods are non-refundable unless required by applicable law or stated otherwise in writing.

IronVale Studios may offer website maintenance plans, care plans, hosting management plans, subscriptions, or ongoing support services on a monthly or annual basis.

Monthly plans are billed every thirty (30) days unless otherwise stated. Annual plans may be billed upfront. Clients may cancel monthly plans before the next billing date; monthly plan cancellations stop future renewals but do not refund the current billing period.

Maintenance plans do not include major redesigns, new pages, new features, emergency work, or custom development unless specifically included in the plan or separately agreed in writing. Unused included service hours do not roll over to future billing periods.

If a recurring payment, subscription payment, maintenance plan payment, or other recurring charge fails, IronVale Studios may retry the payment and notify Client by email or another reasonable method.

During the first three (3) days after a failed payment, IronVale Studios may continue passive or automated services where technically available, such as uptime monitoring, automated checks, or other automated maintenance features.

However, unless otherwise required by law or agreed in writing, IronVale Studios may pause all manual work during this period, including manual updates, website changes, content updates, bug fixes, support requests, feature work, manual troubleshooting, and other non-automated work.

If payment remains unresolved between three (3) and seven (7) days after the failed payment, IronVale Studios may keep the service in a limited or passive-only status and may send an additional warning notice.

During this limited period, IronVale Studios is not required to perform manual work, fulfill update requests, provide support, complete fixes, or respond to non-emergency service requests.

If payment remains unresolved seven (7) days after the failed payment, IronVale Studios may pause, suspend, or terminate the maintenance plan, subscription, support, updates, and related services.

After service is paused, suspended, or terminated:

• IronVale Studios is not required to perform maintenance;
• IronVale Studios is not required to provide support;
• IronVale Studios is not required to make updates;
• IronVale Studios is not required to provide fixes;
• IronVale Studios is not responsible for issues that arise during the unpaid or suspended period;
• IronVale Studios may require payment of outstanding amounts before resuming work; and
• IronVale Studios may require a restart fee, updated agreement, reactivation fee, or new maintenance plan before services resume.

IronVale Studios is not responsible for delays, missed updates, unresolved requests, downtime, compatibility issues, security issues, or other problems caused by failed, late, disputed, reversed, incomplete, or unpaid payments.

If a project becomes inactive for thirty (30) or more days due to lack of Client response, missing materials, delayed approvals, or unpaid invoices, IronVale Studios may pause the project.

Resuming a paused project may require a restart fee, updated timeline, revised pricing, or a new Proposal, depending on how long the project has been inactive and the current workload and availability of IronVale Studios.

IronVale Studios retains all ownership of Pre-Existing Materials, including but not limited to reusable code, UI components, design systems, starter templates, development workflows, internal tooling, and proprietary frameworks created before or independently of any client project.

Nothing in this Agreement transfers ownership of Pre-Existing Materials to the Client. IronVale Studios may use Pre-Existing Materials in other client projects without restriction.

Upon receipt of full payment for a project, IronVale Studios grants the Client ownership of the custom Deliverables created specifically for that Client under the applicable Proposal or SOW, excluding Pre-Existing Materials.

If the Client has not paid all amounts owed, IronVale Studios retains all rights to the Deliverables and the Client may not use, publish, or distribute them without written permission.

Third-party materials, libraries, plugins, fonts, stock assets, and APIs incorporated into the Deliverables remain subject to their own licenses and are not transferred to the Client.

The Client grants IronVale Studios a limited, non-exclusive, royalty-free license to use, reproduce, modify, and display all materials, content, images, logos, copy, and other assets provided by the Client solely for the purpose of performing the agreed services.

The Client represents that it has all necessary rights, permissions, and licenses to provide such materials and to grant this license.

Websites and web applications may incorporate third-party software, libraries, fonts, plugins, APIs, payment processors, analytics platforms, or other tools that are subject to their own licenses and terms of service.

IronVale Studios will endeavor to use only properly licensed third-party materials. The Client is responsible for ongoing compliance with third-party licenses for tools or services that the Client controls or pays for directly.

IronVale Studios is not responsible for changes to third-party pricing, terms, availability, features, or security.

Each party may receive non-public information from the other party in connection with the services ("Confidential Information"). Each party agrees to keep the other party's Confidential Information confidential and to use it only for purposes of performing or receiving the services.

Confidential Information does not include information that is publicly available, already known to the receiving party, or independently developed by the receiving party without reference to the disclosing party's information.

This section does not restrict IronVale Studios from using general knowledge, skills, techniques, and experience gained during a project in future work.

Unless otherwise agreed in writing before the project begins, IronVale Studios may display completed work, screenshots, links, project descriptions, and related non-confidential information in our portfolio, website, marketing materials, social media, and sales materials.

Clients may request confidentiality or portfolio restrictions by notifying IronVale Studios in writing prior to project commencement. IronVale Studios may agree to such restrictions at its discretion.

During the term of a project and for twelve (12) months following its completion, the Client agrees not to directly solicit, recruit, hire, or engage any employee, contractor, or subcontractor of IronVale Studios who was involved in performing the services, without the prior written consent of IronVale Studios.

Each party represents and warrants that:

• It has full authority to enter into this Agreement;
• Its performance under this Agreement does not violate any applicable law, court order, or third-party agreement;
• The materials, content, and information it provides are accurate, lawful, and do not infringe any third-party rights.

IronVale Studios warrants that services will be performed with reasonable skill and care consistent with industry standards.

IronVale Studios does not guarantee specific business outcomes, search engine rankings, website traffic levels, conversion rates, sales volume, leads, revenue, uptime percentages, or performance scores.

Results depend on many factors outside our control, including market conditions, client business decisions, content quality, advertising, competition, hosting providers, search engine algorithms, and customer behavior.

The Client is solely responsible for the legality, accuracy, appropriateness, and licensing of all content, products, services, claims, images, trademarks, data, and materials displayed on or submitted through the website.

The Client is responsible for ensuring that the website and its operations comply with all applicable laws, regulations, and industry requirements, including privacy laws, consumer protection laws, accessibility requirements, financial regulations, and industry-specific rules.

IronVale Studios is not responsible for legal compliance of Client content, business practices, products, or services.

Clients are responsible for costs related to third-party services that are specific to their project or business, such as premium plugins, paid APIs, stock media licenses, payment processing fees, specialized hosting plans, or paid subscriptions required for the website to function as requested.

IronVale Studios is not responsible for outages, downtime, security incidents, pricing changes, policy changes, or discontinued services from third-party providers.

Unless otherwise stated in the applicable Proposal or SOW, the Client is responsible for selecting and paying for their own hosting plan and domain registration.

IronVale Studios may assist with hosting setup, DNS configuration, and domain transfers as part of a project, but is not responsible for ongoing hosting costs, hosting performance, uptime, or domain renewal unless covered by an active maintenance plan that includes such services.

IronVale Studios aims to build websites that are usable by a broad range of users. However, IronVale Studios does not guarantee that Deliverables will meet any specific accessibility standard (such as WCAG 2.1 AA) unless this is explicitly stated as a project requirement in the applicable Proposal or SOW.

The Client is responsible for maintaining and testing website accessibility following delivery and for ensuring ongoing compliance with any applicable accessibility requirements.

IronVale Studios will apply reasonable security practices during development. However, IronVale Studios does not guarantee that websites or web applications will be free from vulnerabilities, security breaches, or unauthorized access.

The Client is responsible for maintaining website security following delivery, including keeping software, plugins, themes, and credentials up to date, unless covered by an active maintenance plan that includes security monitoring.

Except as expressly stated in this Agreement, all services, websites, and Deliverables are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, IronVale Studios disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

To the fullest extent permitted by applicable law, IronVale Studios will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, lost data, loss of goodwill, business interruption, or reputational harm, arising out of or in connection with this Agreement, a project, or the services.

IronVale Studios' total aggregate liability for any and all claims arising under or related to this Agreement or the services will not exceed the total fees paid by the Client to IronVale Studios for the specific service giving rise to the claim during the twelve (12) months preceding the claim.

Some jurisdictions do not permit certain liability limitations. Where such restrictions apply, IronVale Studios' liability will be limited to the maximum extent permitted by law.

The Client agrees to defend, indemnify, and hold harmless IronVale Studios and its owner(s), contractors, and representatives from and against any third-party claims, liabilities, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• The Client's breach of this Agreement;
• Client-provided content, materials, or instructions;
• The Client's business products, services, or practices;
• The Client's violation of any law or third-party rights;
• Allegations that Client-provided content infringes third-party intellectual property.

IronVale Studios reserves the right to decline, pause, or terminate any project or service engagement at its discretion, including where a project involves unlawful, harmful, deceptive, infringing, abusive, or inappropriate content or activity.

If IronVale Studios terminates a project for cause (Client breach, non-payment, or misconduct), any non-refundable deposits and fees for completed work remain due and payable.

The Client may terminate a project by providing written notice to IronVale Studios. Termination does not entitle the Client to a refund of amounts paid for work already performed. IronVale Studios may issue a final invoice for work completed through the termination date.

IronVale Studios may terminate this Agreement or a specific project immediately upon written notice if the Client breaches any material term of this Agreement and fails to cure such breach within seven (7) days of notice, fails to make required payments, engages in abusive conduct, or requests unlawful work.

Upon termination, the Client's right to use any Deliverables not yet fully paid for ceases immediately. Provisions of this Agreement that by their nature should survive termination — including confidentiality, intellectual property, payment obligations, limitation of liability, indemnification, and dispute resolution — will continue to apply.

The parties agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the services ("Dispute") informally by notifying IronVale Studios at contact@ironvalestudios.com and allowing thirty (30) days for good-faith resolution before initiating formal proceedings.

If informal resolution fails, any Dispute will be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") under its Consumer or Commercial Arbitration Rules then in effect. The arbitration will take place in the State of Idaho, unless the parties mutually agree to a different location or to conduct proceedings remotely.

Jury Trial Waiver. The parties expressly waive any right to a jury trial. Any Dispute that proceeds to formal proceedings will be decided by an arbitrator, not a judge or jury.

Class Action Waiver. All claims must be brought on an individual basis only. The Client waives any right to bring or participate in a class action, class arbitration, collective action, or representative action against IronVale Studios. An arbitrator may not consolidate claims of multiple parties.

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, without waiving the right to arbitrate the underlying Dispute.

The arbitrator's award will be final and binding and may be confirmed and enforced by any court with jurisdiction.

This Agreement is governed by the laws of the State of Idaho, without regard to conflict of law principles. To the extent any matter is not subject to arbitration under Section 35, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Idaho.

Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, governmental actions, internet or infrastructure outages, pandemics, labor disputes, or other events of force majeure. The affected party will provide prompt notice and use reasonable efforts to resume performance.

This Agreement, together with any applicable Proposal, SOW, or written amendment, constitutes the entire agreement between the parties regarding the services and supersedes all prior discussions, representations, or agreements, whether written or oral.

IronVale Studios may update this Agreement from time to time. The updated version will be indicated by an updated "Last Updated" date at the top of this page. Continued use of our services after an update is posted constitutes acceptance of the updated Agreement.

Amendments to a specific project's Proposal or SOW require written agreement by both parties.

Notices under this Agreement must be sent in writing by email unless another notice method is required by a signed Proposal, Statement of Work, or separate written agreement.

Notices to IronVale Studios should be sent to:

contact@ironvalestudios.com

Privacy-related notices should be sent to:

privacy@ironvalestudios.com

Notices to Client should be sent to the email address provided by Client in the Proposal, Statement of Work, invoice, project intake form, account, or other project communication.

Client is responsible for keeping contact information current.

A notice will be considered received when sent by email, unless the sending party receives an automated delivery failure message or unless applicable law requires a different notice standard.

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions will continue in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to enforce it in the future. Any waiver must be in writing to be effective.

The Client may not assign, transfer, or delegate this Agreement or any rights or obligations under it without the prior written consent of IronVale Studios. IronVale Studios may assign this Agreement or its rights and obligations without restriction. Any attempted assignment in violation of this section is void.

IronVale Studios is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement creates an employment relationship. IronVale Studios has sole discretion over the manner and means of performing the services, subject to meeting the agreed deliverables and deadlines.

This Agreement is for the sole benefit of IronVale Studios and the Client and does not confer any rights or remedies on any third party.

The Client agrees that electronic acceptance of this Agreement — including clicking a checkbox, clicking an acceptance button, submitting a contact or quote form, making a payment, or otherwise engaging IronVale Studios for services — constitutes a valid and binding acceptance of this Agreement to the same extent as a written signature under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic transaction laws.

The Client should retain a copy of this Agreement for their records. This Agreement is publicly available at ironvalestudios.com/msa.